Purchase and Sale of VE Shares Sample Clauses
The 'Purchase and Sale of VE Shares' clause defines the terms under which one party agrees to buy, and the other to sell, shares in a company referred to as VE. It typically outlines the number of shares involved, the purchase price, and the timing or conditions for the transaction. This clause ensures both parties are clear on the specifics of the share transfer, thereby reducing the risk of disputes and providing a clear framework for the ownership change.
Purchase and Sale of VE Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:
(a) VE will exercise the Put Option by delivering to VI a duly executed Put Option Exercise Notice;
(b) VI will purchase and acquire from the VE Members pursuant to the Put Option, and VE will exercise its powers pursuant to the Powers of Attorney to procure that the VE Members will sell, assign, transfer and convey to VI (or its designee), all (and not less than all) of the issued VE Shares as of the Closing, free and clear of any Encumbrance (the “Share Purchase”); and
(c) in consideration of the Share Purchase, pursuant to Section 2.2, VI shall deliver, or cause to be delivered, to the Distribution Agent, as agent or nominee for the VE Members, for distribution to the VE Members pursuant to Section 2.5, the Closing Cash Consideration and the VI Preferred Stock (together, the “Up-front Consideration”).
Purchase and Sale of VE Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) VE will exercise the Put Option by delivering to VI a duly executed Put Option Exercise Notice; (b) VI will purchase and acquire from the VE Members pursuant to the Put Option, and VE will exercise its powers pursuant to the Powers of Attorney to procure that the VE Members will sell, assign, transfer and convey to VI (or its designee), all (and not less than all) of the issued VE Shares as of the Closing, free and clear of any Encumbrance (the “Share Purchase”); and (c) in consideration of the Share Purchase, pursuant to Section 2.2, VI shall deliver, or cause to be delivered, (i) to the Distribution Agent, as agent or nominee for the VE Members, for distribution to the VE Members pursuant to Section 2.5, the Closing Cash Consideration and the Supplemental Cash Consideration and (ii) to the VE Members, pursuant to Section 2.5, the VI Preferred Stock (together, the Closing Cash Consideration, the Supplemental Cash Consideration and the VI Preferred Stock, the “Up-front Consideration”). - 15 - 2.2 Up-front Consideration for the VE Shares. Upon the terms and subject to the conditions set forth in this Agreement and pursuant to the exercise of the Put Option, at the Closing, VI shall: (a) deliver, or cause to be delivered, to the Distribution Agent, as agent or nominee for the VE Members, for distribution to the VE Members pursuant to Section 2.5, an amount in cash (payable in Euros) equal to (i) the result of Eleven Billion Five Hundred Million Euros (€11,500,000,000.00), minus the Leakage Amount, if any (such result, the “Closing Cash Consideration”), plus (ii) Seven Hundred Fifty Million Euros (€750,000,000.00) (the “Supplemental Cash Consideration”); and (b) instruct VI’s registrar and transfer agent to issue in book-entry form and register such issuance, (i) for distribution to the UK&I Members pursuant to Section 2.5, 2,480,500 shares of Series B Convertible Participating Preferred Stock, par value $0.0001 per share (the “UK&I Preferred Stock”) and (ii) for distribution to the Europe Members pursuant to Section 2.5, 3,157,000 shares of Series C Convertible Participating Preferred Stock, par value $0.0001 per share (the “Europe Preferred Stock” and, together with the UK&I Preferred Stock, the “VI Preferred Stock”); provided, that (x) the aggregate payment hereunder to be made in the form of VI Preferred Stock shall be made only in whole shares of VI Preferred St...